Mitshi India Limited received the Letter of Offer dated August 24, 2026, regarding the open offer made by Mr. Karronn Naresh Bajaj to acquire up to 22,88,000 equity shares representing 26% of the total voting share capital. The offer price is set at ₹15 per share, aggregating to a maximum consideration of ₹3,43,20,000 assuming full acceptance.

Transaction Structure and Control Shift

The open offer complements the underlying Share Purchase Agreement (SPA) dated July 23, 2026, where the Acquirer agreed to purchase 13,70,070 shares (15.57% stake) from existing promoters Mr. Kumar V Shah and Mrs. Deepa Kumar Shah for ₹2,05,51,050. Upon completion of both the SPA and the open offer (assuming full acceptance), Mr. Bajaj’s total holding will rise to 36,58,070 shares, constituting 41.57% of the voting share capital. Consequently, Mr. Bajaj will become the new Promoter, while the current promoters will cease to hold that status in compliance with Regulation 31A of the SEBI (SAST) Regulations.

The tendering period for public shareholders is scheduled to open on September 3, 2026, and close on September 17, 2026. The offer is not conditional upon any minimum level of acceptance. If the number of validly tendered shares exceeds the offer size, acceptance will be on a proportionate basis.

Financial Context and Offer Price Justification

The offer price of ₹15 per share is determined as the highest negotiated price under the SPA, which supersedes the independently valued fair value of ₹3.10 per share derived using income and book value methods. As of August 21, 2026, the closing market price on BSE was ₹13.42, implying a premium of approximately 12% over the recent market price.

Mitshi India’s financial performance has seen significant volatility over the past three fiscal years. Revenue from operations contracted sharply from ₹2,023.58 lakh in FY24 to ₹457.67 lakh in FY25, before further declining to ₹277.48 lakh in FY26. Correspondingly, profit after tax fell from ₹12.11 lakh in FY24 to ₹3.56 lakh in FY25 and ₹0.69 lakh in FY26.

What the Numbers Show

A critical divergence exists between the offer valuation and the company’s underlying book value. While the acquirer is paying ₹15 per share—significantly above the market price of ₹13.42—the company’s net worth stands at only ₹272.79 lakh against a paid-up capital of ₹880.00 lakh. This results in a negative reserves and surplus position of (₹607.21 lakh), indicating that the offer price represents a substantial premium over the company’s intrinsic book value, driven primarily by control acquisition rather than current operational earnings power.

Regulatory and Compliance Notes

The Acquirer has deposited ₹90,00,000 (more than 25% of the total consideration) into an escrow account with Kotak Mahindra Bank Limited. Srujan Alpha Capital Advisors LLP serves as the Manager to the Offer, and Adroit Corporate Services Private Limited acts as the Registrar. The target company’s shares are currently under Graded Surveillance Measures (GSM): Stage 0 on BSE. The Acquirer has confirmed no intention to delist the company and has undertaken not to dispose of significant assets within two years of the offer closure.

Mitshi India Limited has received the Draft Letter of Offer (DLOF) dated August 06, 2026, from Srujan Alpha Capital Advisors LLP, marking a procedural milestone in the mandatory open offer launched by Mr. Karronn Naresh Bajaj to acquire up to 22,88,000 equity shares. This acquisition represents 26% of the total voting share capital and is triggered by a Share Purchase Agreement (SPA) executed on July 23, 2026, which resulted in a change in control as existing promoters Kumar V Shah and Deepa Kumar Shah relinquished their holdings. The offer provides public shareholders an exit opportunity at ₹15 per share, a significant premium over the last traded price of ₹12.69 on August 05, 2026, while ensuring the company remains listed despite its current surveillance status.

The filing complies with Regulation 16(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is unconditional regarding minimum acceptance levels under Regulation 19. Mr. Bajaj, who holds a Post Graduate Diploma in International Business and over nine years of experience in steel trading, has secured financial resources through cash equivalents. An escrow account with Kotak Mahindra Bank Limited holds ₹90,00,000, exceeding the required 25% of the total offer consideration of ₹3,43,20,000.

Open Offer Mechanics and Timeline

Public shareholders can tender shares via the BSE’s Acquisition Window mechanism between September 16, 2026, and September 29, 2026. Payment will be made in cash. The Letter of Offer will be dispatched to shareholders registered as of September 01, 2026, with dispatch concluding by September 08, 2026. Physical shareholders may also tender shares subject to verification by Adroit Corporate Services Private Limited.

Change in Control and Shareholding Structure

The transaction marks a complete shift in promoter status. Post-SPA, Mr. Bajaj holds 13,70,070 shares (15.57%). Assuming full acceptance, his holding will rise to 36,58,070 shares (41.57%). The acquirer has confirmed no intention to delist the company. Mitshi India Limited’s shares are currently under Graded Surveillance Measures (GSM) Stage 0 and Additional Surveillance Measure (ASM) Stage 1 on BSE Limited due to infrequent trading.

Financial Context and Valuation

The offer price of ₹15 per share was determined under Regulation 8(2) of the SEBI SAST Regulations based on the highest negotiated SPA price. An independent valuation by Manish Mawani estimated fair value at ₹3.10 per share using income and book value methods, but the higher SPA price governs the offer. Mitshi India Limited reported total revenue of ₹277.48 lakh and net profit of ₹0.56 lakh for FY26, declining from FY25 figures of ₹457.68 lakh revenue and ₹3.56 lakh net profit. The company’s net worth stood at ₹272.79 lakh as of March 31, 2026. Mr. Bajaj intends to continue existing operations while exploring expansion opportunities.